form10kexh14_122809.htm


    Exhibit 10.4

     

    
 

    SECOND
AMENDMENT TO BUSINESS LOAN

    AGREEMENT
AND SECURITY AGREEMENTS

    


    This
SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT AND SECURITY AGREEMENTS (“Second
Amendment”) is dated as of August 14, 2009 (“Second Amendment Effective Date”),
by and between CEDAR RAPIDS BANK & TRUST COMPANY (the “Lender”) and MACC
Private Equities Inc., f/k/a MorAmerica Capital Corporation (the
“Borrower”).

     

    RECITALS:

    


    WHEREAS,
the Borrower and the Lender are parties to (i) that certain Business Loan
Agreement dated as of August 30, 2007 as attended by an Omnibus Amendment,
Consent and Waiver dated April 29, 2008 (collectively the “Loan Agreement”);
(ii) the Commercial Security Agreement, dated as of August 30, 2007 as amended
by an Omnibus Amendment, Consent and Waiver dated April 29, 2008 (the
“Commercial Security Agreement”); and (iii) the Commercial Pledge and Security
Agreement dated as of August 30, 2007 as amended by an Omnibus Amendment,
Consent and Waiver dated April 29, 2008 (the “Commercial Pledge and Security
Agreement”);

     

    WHEREAS,
Borrower and the Lender desire to consolidate the Indebtedness of the Borrower
to the Lenders into one term Note and to extend the due date of the
Indebtedness.

     

    WHEREAS,
Borrower and Lender desire to amend certain provisions under the Loan Agreement,
the Commercial Security Agreement, the Commercial Pledge and Security Agreement
(with the Commercial Security Agreement, each a “Security Agreement”), and the
Related Documents (collectively, the “Operative Documents”); to accomplish the
foregoing.

     

    AMENDMENTS

    


    NOW,
THEREFORE, for good and valuable consideration, the parties hereto agree as
follows:

     

    SECTION
1.                      DEFINITIONS.  All
terms contained in this Second Amendment and not otherwise defined shall have
the meanings assigned to them in the Loan Agreement.  After the Second
Amendment Effective Date, all references in the Loan Agreement, as amended, to
“this Agreement”, “herein”, “hereunder” and words of similar import shall be
deemed to be references to the Loan Agreement as amended
hereby.  References in the Operative Documents to the Loan Agreement
shall be deemed to refer to the Loan Agreement as so amended.

     

    SECTION
2.                      AMENDMENTS TO THE LOAN
AGREEMENT.  The Lender and Borrower hereby agree, effective
upon the Second Amendment Effective Date, that the Loan Agreement shall be
amended as follows:

     

    2.0           The
Loan Agreement is amended by striking and deleting the Paragraph entitled
“CESSATION OF ADVANCES”.

     

    2.1           The
DEFINITIONS Section of the Loan Agreement is amended by inserting in the
appropriate alphabetical order, the following definition:

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Second
Amendment Effective Date.  The term “Second Amendment Effective Date”
means the effective date of the Second Amendment as set forth
therein.”

     

    2.2           The
DEFINITIONS Section of the Loan Agreement is amended by striking and deleting
the definition of Note and inserting in lieu thereof the following
definition.

     

    Note.  The
word “NOTE” means the Note executed by the Borrower dated August 14, 2009,
together with all renewals of, extensions of, modifications described herein or
described on any exhibit or schedule attached to this Agreement from time to
time.

     

    2.3           The
Loan Agreement is amended by adding the following to the paragraph titled
“Negative Covenants”:

     

    Distribution
Limitation.  The term “Distribution Limitation” means the Borrower
cannot make any distribution of dividends to shareholders except for the purpose
of satisfying tax liabilities.

     

    2.4           Amendment to Loan Agreement
Addendum.  The Business Loan Agreement Addendum to the Loan
Agreement is hereby amended by adding to the list of loans subject to the
Business Loan Agreement the following:

     

    Loan
#                                           Original
Loan
Date                                                      Original
Loan Amount

    1089922418                                August
14,
2009                                                      $4,814,022.34

    


    SECTION
3.                      AMENDMENTS TO EACH SECURITY
AGREEMENT.  Each Security Agreement is hereby amended by
striking and deleting the definition of Note and inserting in lieu thereof the
following definition:

     

    Note.  The word “NOTE” means
the Note executed by the Borrower dated August 14, 2009, together with all
renewals of, extensions of, modifications described herein or described on any
exhibit or schedule attached to this Agreement from time to time.

     

    SECTION
4.                      EXIT
FEE.  A fee of $25,400 will be due from Borrower to Lender upon
final payment of the Note.

     

    SECTION
5.                      EFFECT OF
AMENDMENT.  Any terms of the Loan Agreement or any Operative
Documents which have not been expressly modified or amended by this Second
Amendment are hereby ratified and confirmed and shall remain in full force and
effect between the parties.

     

    SECTION
6.                      COUNTERPARTS.  This
Second Amendment may be executed in any number of separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
taken together shall constitute one (1) instrument.  Any of the
parties hereto may execute this Second Amendment by signing any such
counterpart.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
7.                      CONSTRUCTION.  This
Second Amendment shall be governed by and construed in accordance with the law
of the State of Iowa.  Section and paragraph headings contained herein
are for the convenience of reference only and shall not be construed as to
affect the interpretation or construction of any substantive provision of this
Second Amendment

     

    SECTION
8.                      Borrower
hereby acknowledges receipt of a copy of this Agreement.

     

    IMPORTANT:  READ
BEFORE SIGNING.  THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY
BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE.  NO OTHER TERMS
OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY
ENFORCED.  YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER
WRITTEN AGREEMENT.  THIS NOTICE ALSO APPLIES TO ANY OTHER LOAN
AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as the day
and year first above written.

                    

    
      
        
          	MACC PRIVATE
      EQUITIES INC. 	 	 CEDAR RAPIDS
      BANK & TRUST
	f/k/a MorAMERICA
      Capital Corporation	 	 COMPANY
	 	 	 
	By:  /s/ Travis T.
      Prentice	 	 By: 
      /s/ John
      Hall
	Travis T.
      Prentice,
      Its President & CEO	 	 John Hall, Its
      Commercial Banking Officer
	 	 	 
	By:  /s/Derek
      Gaertner	 	 
	 Derek
      Gaertner, Its CFO	 	 
	 	 	 
	 	 	 


        

         



    

     

    



      
        
           


        

        
           


          
            

          

        

        
           


        

      



    

    


    PROMISSORY
NOTE

    


    
      	
              Principal

              $4,814,022.34

            	
              Loan
      Date

              08-14-2009

            	
              Maturity

              03-31-2010

            	
              Loan
      No.

              1089922418

            	
              Call
      / Coll

              410
      / 4

            	
              Account

              MACC
      PEOO

            	
              Officer

              755

            	
              Initials

            
	
              References
      in the boxes above are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
item.

              Any
      item above containing “* * * *” has been omitted due to text length
      limitations.

            


    

    


    Borrower:                      MACC
PRIVATE EQUITIES,
INC.                                                                                     Lender:                      CEDAR
BANK AND TRUST COMPANY

                    
101 2ND ST SE SUITE
800                                                                                                                                     
500 1ST AVENUE NE STE 100

                    
CEDAR RAPIDS,
IA  52401-1219                                                                                                                        
CEDAR RAPIDS, IA  52401

    


    
      

      

    

    


     

    
      	 Principal
      Amount:  $4,814,022.34 	 	 	
              Date of Note: August 14,
      2009

            


    

     

                                                                                                                                                   

    PROMISE TO
PAY.  MACC PRIVATE EQUITIES INC. (“Borrower”) promises to pay
to CEDAR RAPIDS BANK AND TRUST COMPANY (“Lender”), or order, in lawful money of
the United States of America, the principal amount of Four Million Eight Hundred
Fourteen Thousand Twenty-two & 34/100 Dollars ($4,814,022.34), together with
interest on the unpaid principal balance from August 14, 2009, until paid in
full.

     

    PAYMENT.  Borrower
will pay this loan in one principal payment at $4,814.022.34 plus interest on
March 31, 2010. This payment due on March 31, 2010, will be for all principal
and all accrued interest not yet paid. In addition, Borrower will pay regular
monthly payments of all accrued unpaid interest due as of each payment date,
beginning September 30, 2009, with all subsequent interest payments to be due on
the last day of each month after that.  Unless otherwise agreed or
required by applicable law, payments will be applied first to any accrued unpaid
interest; then to principal; and then to any late charges. Borrower will pay
Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.

     

    VARIABLE INTEREST RATE. The
interest rate on this Note is Subject to change from time to time based on
changes in an independent index which is the Wall Street Journal Prime as
published in The Wall Street Journal (the “Index”). The Index is not necessarily
the lowest rate charged by Lender on its loans. If the index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notifying Borrower. Lender will tell Borrower the current Index rate upon
Borrower’s request. The interest rate change will not occur more often than each
day.  Borrower understands that Lender may make loans based on other
rates as well. The Index currently is 3.250% per annum. Interest on the unpaid
principal balance of this Note will be calculated as described in the “INTEREST
CALCULATION METHOD” paragraph using a rate of 2.000 percentage points over the
Index, adjusted if necessary for any minimum and maximum rate limitations
described below, resulting in an initial rate of 6.000% per annum based on a
year of 360 days.  NOTICE: Under no circumstances will the interest
rate on this Note be less than 6.000% per annum or more than the maximum rate
allowed by applicable law.

     

    INTEREST
CALCULATION METHOD.  Interest on this Note is computed on a 365/360
basis: that is, by applying the ratio of the Interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. All interest payable under
this Note is computed using this method.

     

    PREPAYMENT. Borrower agrees
that all loan fees and other prepaid finance charges are earned fully as of the
date of the loan and will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early payments will not, unless agreed
to by Lender in writing, relieve Borrower of Borrower’s obligation to continue
to make payments under the payment schedule. Rather, early payments will reduce
the principal balance due. Borrower agrees not to send Lender payments marked
“paid in full”, “without recourse”, or similar language. If Borrower sends such
a payment, Lender may accept it without losing any of Lender’s rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
“payment in full” of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PROMISSORY
NOTE

    (Continued)

    
      	Loan No:
      1089922418	 	 	
              Page
  2

            


    

    
      
        

      

disputed
amount must be mailed or delivered to: Cedar Rapids Bank and Trust Company, 500
1st Avenue NE Ste 100, P.O. Box 789 Cedar Rapids, IA 52406-0789.

     

    LATE CHARGE.  If a
payment is 10 days or more late, Borrower will be charged 5.000% of the
regularly scheduled payment.

     

    INTEREST AFTER DEFAULT. Upon
default, including failure to pay upon final maturity, the interest rate on this
Note shall be increased by adding a 4.000 percentage point margin (“Default Rate
Margin”).  The default Rate Margin shall also apply to each succeeding
interest rate change that would have applied had there been no default. However,
in no event will the Interest rate exceed the maximum interest rate limitations
under applicable law.

     

    DEFAULT.  Each of
the following shall constitute an event of default (“Event of Default”) under
this Note:

     

    Payment
Default.  Borrower fails to make any payment when due under
this Note.

     

    Other
Defaults.  Borrower fails to comply with or to perform any
other term, obligation, covenant or condition contained in this Note or in any
of the related documents or to comply with or to perform any term, obligation,
covenant or condition contained in any other agreement between Lender and
Borrower.

     

    Default in Favor of Third
Parties.  Borrower or any Grantor defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any
other agreement, in favor of any other creditor or person that may materially
affect any of Borrower’s property or Borrower’s ability to repay this Note or
perform Borrower’s obligations under this Note or any of the related
documents.

     

    False
Statements.  Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or the
related documents is false or misleading in any material respect, either new or
at the time made or furnished or becomes false or misleading at any time
thereafter.

     

    Insolvency.  The
dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s
property, any assignment for the benefit of creditors, any type of creditor
workout, or the commencement of any proceeding under any bankruptcy or
insolvency laws by or against Borrower.

     

    Creditor or Forfeiture
Proceedings.  Commencement of foreclosure or forfeiture
proceedings, whether by judicial proceeding, self-help, repossession or any
other method, by any creditor of Borrower or by any governmental agency against
any collateral securing the loan.  This includes a garnishment of any
of Borrower’s accounts, including deposit accounts, with
Lender.  However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower
gives Lender written notice of the creditor or forfeiture proceeding and
deposits with Lender monies or a surety bond for the creditor or forfeiture
proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.

     

    Events Affecting
Guarantor.  Any of the preceding events occurs with respect to
any guarantor, endorser, surety, or accommodation party of any of the
indebtedness or any guarantor, endorser, surety, or accommodation party dies or
becomes incompetent, or revokes or disputes the validity of, or liability under,
any guaranty of the indebtedness evidenced by this Note.

     

    Change In
Ownership.  Any change in ownership of twenty-five percent
(25%) or more of the common stock of Borrower.

     

    Adverse Change.  A
material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of this Note is
impaired.

     

    Cure Provisions.  If
any default, other than a default in payment is curable and if Borrower has not
been given a notice of a breach of the same provision of this Note within the
preceding twelve (12) months, it may be cured if Borrower, after Lender sends
written notice to Borrower demanding cure of such default: (1) cures the default
within thirty (30) days; or (2) if the cure requires more than thirty (30) days,
immediately initiates steps which Lender deems in Lender’s sole discretion to be
sufficient to

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      PROMISSORY
NOTE

      (Continued)

      
        	Loan No:
      1089922418	 	 	
                Page
  3

              


      

      
        
          

        

      

    

     

    cure the
default and thereafter continues and completes all reasonable and necessary
stops sufficient to produce compliance as soon as reasonably
practical.

     

    LENDER’S
RIGHTS.  Upon default, Lender may declare the entire unpaid
principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.

     

    ATTORNEYS’ FEES;
EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower will pay Lender that
amount.  This includes, subject to any limits under applicable law,
Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there is a
lawsuit, including without limitation all attorneys’ fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals.  If not prohibited by applicable law,
Borrower also will pay any court costs.  In addition to all other sums
provided by law.

     

    JURY WAIVER.  Lender and Borrower hereby waive the
right to any jury trial in any action, proceeding, or counterclaim brought by
either Lender or Borrower against the other.

     

    GOVERNING LAW.  This
Note will be governed by federal law applicable to Lender and, to the extent not
preempted by federal law, the laws of the State of Iowa without regard to its
conflicts of law provisions.  This Note has been accepted by Lender in
the State of Iowa.

     

    CHOICE OF VENUE.  If
there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Linn County, State of Iowa.

     

    RIGHT OF SETOFF.  To
the extent permitted by applicable law, Lender reserves a right of setoff in all
Borrower’s accounts with Lender (whether checking, savings, or some other
account).  This includes all accounts Borrower holds jointly with
someone else and all accounts Borrower may open in the
future.  However, this does not include any IRA or Keogh accounts, or
any trust accounts for which setoff would be prohibited by
law.  Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on the debt against any and
all such accounts.

     

     

    COLLATERAL.  Borrower
acknowledges this Note is secured by Business Loan Agreement dated August 30,
2007 as amended by an Omnibus Amendment, Consent and Waiver dated April 29,
2008, and Second Amendment to Business Loan Agreement and Security Agreements
dated August 14, 2009 (collectively the “Loan Agreement”); the Commercial
Security Agreement, dated as of August 30, 2007 as amended by an Omnibus
Amendment, Consent and Waiver dated April 29, 2008 and Second Amendment to
Business Loan Agreement and Security Agreements dated August 14, 2009 (the
“Commercial Security Agreement”); the Commercial Pledge and Security Agreement
dated as of August 30, 2007 as amended by an Omnibus Amendment, Consent and
Waiver dated April 29, 2008 and Second Amendment to Business Loan Agreement and
Security Agreements dated August 14, 2009 (the “Commercial Pledge and Security
Agreement”.

     

     

    PURPOSE OF
LOAN.  The purpose of this loan is for: Consolidate #1089921655
and #1089921654 into one term note.

     

    MANDATORY PRINCIPAL
REDUCTION.  Borrower will be required to apply 80% of cash
proceeds realized from the sale or liquidation of any investments owned by the
Borrower to this note.

     

    SUCCESSOR
INTERESTS.  The terms of this Note shall be binding upon
Borrower, and upon Borrower’s heirs, personal representatives, successors and
assigns, and shall inure to the benefit of Lender and its successors and
assigns.

     

    NOTIFY US OF INACCURATE INFORMATION
WE REPORT TO CONSUMER REPORTING AGENCIES.  Please notify us if
we report any Inaccurate information about your account(s) to a consumer
reporting agency.  Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address:  Cedar
Rapids Bank and Trust Company 500 1st Avenue NE Ste 100, P.O. Box 789 Cedar
Rapids, IA 52406-0789.

     

    GENERAL
PROVISIONS.  If any part of this Note cannot be enforced, this
fact will not affect the rest of the Note.  Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing
them.  Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment,
and notice of dishonor.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    PROMISSORY
NOTE

    (Continued)

    
      	Loan No:
      1089922418	 	 	
              Page
  4

            


    

    
      
        

      

       

    

    Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signs this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend
(repeatedly and for any length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender’s
security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan without the consent of or notice to
anyone other than the party with whom the modification is made.  The
obligations under this Note are joint and several.

     

    PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS
NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER
AGREES TO THE TERMS OF THE NOTE.

     

    BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE AND ALL OTHER
DOCUMENTS RELATING TO THIS DEBT.

     

    BORROWER:

    


     

    MACC
PRIVATE EQUITIES, INC.

    


    By: 
/s/ Travis T.
Prentice                                           By: 
/s/ Derek
Gaernter                                                                

    Travis T. Prentice, President & CEO
of
MACC                                                  Derek
Gaertner, Chief Financial Officer of

    PRIVATE EQUITIES,
INC.                                                                                     MACC
PRIVATE EQUITIES, INC.

    


    


    LENDER:

    


    


    CEDAR
RAPIDS BANK AND TRUST COMPANY

    


    


    x      /s/ John
Hall                                                                            

    John Hall, Commercial Banking
Officer

    


     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      

      DISBURSEMENT
REQUEST AND AUTHORIZATION

      


      
        	
                Principal

                $4,814,022.34

              	
                Loan
      Date

                08-14-2009

              	
                Maturity

                03-31-2010

              	
                Loan
      No.

                1089922418

              	
                Call
      / Coll

                410
      / 4

              	
                Account

                MACC
      PEOO

              	
                Officer

                755

              	
                Initials

              
	
                References
      in the boxes above are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
item.

                Any
      item above containing “* * * *” has been omitted due to text length
      limitations.

              


      

      


      Borrower:     MACC
PRIVATE EQUITIES,
INC.                                                                                     Lender:                      CEDAR
BANK AND TRUST COMPANY

      101 2ND ST SE SUITE
800                                                                                                                                     
500 1ST AVENUE NE STE 100

      CEDAR RAPIDS,
IA  52401-1219                                                                                                                        
CEDAR RAPIDS, IA  52401

      


      


      LOAN TYPE:  This is
a Variable Rate Nondisclosable Loan to a Corporation for $4,814,022.34 due on
March 31, 2010.

      


      PRIMARY PURPOSE OF
LOAN.  The primary purpose of this loan is for:

      


      *  Personal, Family, or Household
Purposes or Personal Investment.

      


      S  Business (Including Real Estate
Investment).

      


      SPECIFIC
PURPOSE.  The specific purpose of this Loan is: Consolidate
#1089921655 and #1089921654 into one term note.

      


      DISBURSEMENT
INSTRUCTIONS.  Borrower understands that no loan proceeds will
be disbursed until all of Lender’s conditions for making the loan have been
satisfied.  Please disburse the loan proceeds of $4,814,022.34 as
follows:

       

       

      
        	 Amount paid to Borrower
      directly: 	 	 $181,684.64	 
	     $181,684.64
      Deposited to Checking Account #390013456	 	 	 
	 	 	 	 
	 Amount paid on Borrower’s
      account: 	 	 $4,632,337.70	 
	     $4,314,022.34
      Payment on loan # 1089921654	 	 	 
	     $318,315.36
      Payment on Loan # 1089921655	 	 	 
	 	 	 	 
	 Note
      Principal:	 	 $4,814,022.34	 


      

       

      CHARGES PAID IN
CASH.  Borrower has paid or will pay in cash as agreed the
following charges: 

       

      
        	Prepaid Finance Charges Paid In
      Cash:	 	$10,808.78	 
	    $10,066.05
      Interest on Loan	 	 	 
	     #1089921654 as
      of 8/14/2009	 	 	 
	    $742.73
      Interest on Loan #1089921655	 	 	 
	    as of
      8/14/2009	 	 	 
	 	 	 	 
	 Other Charges Paid in
      Cash:	 	 $ 1,580.00	 
	     $1,500.00
      Documentation Fee	 	 	 
	     $80.00 Delaware
      UCC Search	 	 	 
	 	 	 	 
	 Total Charges Paid in
      Cash:	 	$12,388.78 	 


      

       

       

      BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS DISBURSEMENT REQUEST AND
AUTHORIZATION AND ALL OTHER DOCUMENTS RELATING TO THIS DEBT.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FINANCIAL
CONDITION.  BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED AUGUST 14, 2009.

      


      BORROWER:

      


      


      MACC
PRIVATE EQUITIES INC.

      


      By: 
/s/ Travis T.
Prentice                                   By:   /s/ Derek
Gaertner                                                                         

      Travis T. Prentice, President & CEO
of
MACC                                                    Derek
Gaertner, Chief Financial Officer of MACC

      PRIVATE EQUITIES,
INC.                                                                                       PRIVATE
EQUITIES, INC.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      



      

      NOTICE
OF FINAL AGREEMENT

      


      
        	
                Principal

                $4,814,022.34

              	
                Loan
      Date

                08-14-2009

              	
                Maturity

                03-31-2010

              	
                Loan
      No.

                1089922418

              	
                Call
      / Coll

                410
      / 4

              	
                Account

                MACC
      PEOO

              	
                Officer

                755

              	
                Initials

              
	
                References
      in the boxes above are for Lender’s use only and do not limit the
      applicability of this document to any particular loan or
item.

                Any
      item above containing “* * * *” has been omitted due to text length
      limitations.

              


      

      


      Borrower:     MACC
PRIVATE EQUITIES,
INC.                                         Lender:                      CEDAR
BANK AND TRUST COMPANY

      101 2ND ST SE SUITE
800                                                                                          500
1ST AVENUE NE STE 100

      CEDAR RAPIDS,
IA  52401-1219                                                                             CEDAR
RAPIDS, IA  52401

      


      


      
        	
                IMPORTANT:  READ
      BEFORE SIGNING.  THE TERMS OF THE LOAN AGREEMENT SHOULD BE READ
      CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE
      ENFORCEABLE.  NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN
      THE WRITTEN LOAN AGREEMENT MAY BE LEGALLY ENFORCED.  BORROWER
      MAY CHANGE THE TERMS OF THE LOAN AGREEMENT ONLY BY ANOTHER WRITTEN
      AGREEMENT.

                 

                As
      used in this Notice, the following terms have the following
      meanings:

                 

                Loan.  The
      term “Loan” means the following described loan:  a Variable Rate
      Nondisclosable Loan to a Corporation for $4,814,022.34 due on March 31,
      2010.

                 

                Loan
      Agreement.  The term “Loan Agreement” means one or more
      promises, promissory notes, agreements, undertakings, security agreements,
      deeds of trust or other documents, or commitments, or any combination of
      those actions or documents, relating to the Loan, including without
      limitation the following:

                 

                LOAN
      DOCUMENTS

                 

                Promissory
      NoteDisbursement Request and Authorization

                Notice
      of Final Agreement

                SECOND
      AMENDMENT TO BUSINESS LOAN AGREEMENT AND SECURITY AGREEMENTS

                Parties.  The
      term “Parties” means CEDAR RAPIDS BANK AND TRUST COMPANY and any and all
      entities or individuals who are obligated to repay the loan or have
      pledged property as security for the Loan, including without limitation
      the following:

                 

                Borrower:                      MACC
      PRIVATE EQUITIES INC.

              


      

      


      Each
Party who signs below, other than CEDAR RAPIDS BANK AND TRUST COMPANY,
acknowledges, represents, and warrants to CEDAR RAPIDS BANK AND TRUST COMPANY
that it has received, read and understood this Notice of Final
Agreement.  This Notice is dated August 14, 2009.

      


      BORROWER:

      


      
        MACC
PRIVATE EQUITIES, INC.

        


        By: 
/s/ Travis T.
Prentice                                           By: 
/s/ Derek
Gaernter                                                                

        Travis T. Prentice, President & CEO
of
MACC                                                  Derek
Gaertner, Chief Financial Officer of

        PRIVATE EQUITIES,
INC.                                                                                     MACC
PRIVATE EQUITIES, INC.

        


        


        LENDER:

        


        


        CEDAR
RAPIDS BANK AND TRUST COMPANY

        


        


        x      /s/ John
Hall                                                                            

        John Hall, Commercial Banking
Officer